Teachers' responsiveness to and empathic understanding of students' perceptions when they are not motivated are critical in promoting students' ownership of the literacy learning agenda; in helping students with their motivational difficulties; and in establishing classrooms that focus on the enhancement of caring. An interpretive study, conducted in a fifth/sixth-grade whole language classroom, provides insights about students' thoughts, feelings, and actions when not motivated for literacy tasks, and examines students' subjective experiences in three different motivational situations. Forty-eight classroom observations were conducted that included a series of 41 indepth interviews over an 8-month period. Results offer clues about the affective and cognitive processes that enable some students to become engaged in literacy activities and prevent others from beginning them. Findings suggest that a responsive classroom culture that honors students' voices may enhance students' ownership of literacy learning and alleviate feelings of anger, anxiety, alienation, and powerlessness. (Contains 72 references.) (Author/RS)